UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


(Mark One)
[X]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended January 31, 2012.

[   ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ______ to ______.

 
Commission File number 000-27297
 
 
Bison Instruments, Inc.                                            
(Exact name of registrant as specified in its charter)

 
Minnesota                               E41-0947661                   
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization) Identification No.)
 
 
7725 Vasserman Trail, Chanhassen, MN 55317          
(Address of principal executive office) (Zip Code)
 
 
(952) 938-1055  
(Registrant’s telephone number including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [x] NO [ ]

 
 

 
 
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
Large accelerated filer [ ]  
Accelerated filer [ ]
Non-accelerated filer [ ](Do not check if a smaller reporting company)  
Smaller reporting company [x]
 
Indicated by check mark whether the registrant is a shell company (as defined in Rule 12 b-2 of the Exchange Act). YES [x] NO [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the Issuer’s classes of common equity, as of the latest practicable date: As of March 14, 2012, the Issuer had 888,180 shares of common stock, par value $0.10, issued and outstanding.

DOCUMENTS OMMITTED:

PART I, Item 1. Interim Period Consolidated Financial Statements
PART I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
PART I, Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART I, Item 4. Controls and procedures

EXPLANATORY NOTE

This quarter report on Form 10-Q is incomplete because it does not include financial statements for the three month period ended January 31, 2012.  The Company’s financial information for the period ended January 31, 2012 is unavailable as of the date of this report due to certain events.  The Company’s former independent registered public accountant was dismissed effective November 17, 2011.  The new independent registered public accountant Michael J. Larsen, CPA resigned on March 14, 2012 and therefore the audit of the financial statements for October 31, 2011 was unable to be completed.  These events have delayed the preparation of the Company’s audited financials for October 31, 2011 and of the unaudited financials for January 31, 2012.  The Company is seeking a new independent registered public accounting firm to complete the required financial statements.

 
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Management is working diligently to complete the financial statements for the October 31, 2011 year and January 31, 2012 period and pursuant to Rule 12b-25(e) the Company is providing the portion of the report that is currently available.  We have indicated in this report which disclosure items have been omitted.  The Company intends to file as soon as practicable an amendment to this report which will include the omitted disclosure items, the financial statements and other information for the three month period ended January 31, 2012.
 
PART II

Item 1.  Legal Proceedings.

The Company is not presently party to any pending legal proceeding, and its property is not the subject of any pending legal proceeding.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
 
(a) During the period covered by this report, the registrant did not sell any equity securities that were not registered under the Securities Act.
(b) N/A
(c) During the quarter covered by this report, the registrant did not purchase any equity securities.
 
Item 3.  Defaults Upon Senior Securities

There has been no material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the issuer.

Item 4.  Submission of Matters to a Vote of Security Holders

No matter was submitted during the first quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.

Item 5.  Other Information

N/A
 
 
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Item 6.  Exhibits.

The rights of securities holders are set out in their entirety in the Articles of Incorporation of the Company, its By-laws and all amendments thereto.  The Articles and By-laws were contained in Form 10-SB filed by the Company on October 6, 1999, and are incorporated herein by reference.

The Company is not subject to any voting trust agreements.

As the Company is essentially inactive at the time of this filing, it is not currently party to any material contracts.
 
A statement regarding the computation of share earnings has not been included in this Form for Registration of Securities, as the primary and fully diluted share earnings are identical and can be clearly determined from the financial statements provided.

 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
By:     /s/ Bison Instruments, Inc.
 
 

/s/ Fred E. Ross                 (Signature)
Fred E. Ross
Chief Executive Officer, and Director

 

/s/ Eric Sunshine               (Signature)
Eric Sunshine
Chief Financial Officer


Date: March 15, 2012
 
 
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